General Conditions of Sale

1. Miscellaneous / Applicability

(1) Our conditions of sale shall be considered solely valid; any conditions of contrasting nature on the part of our buyers shall remain unaccepted by us unless we have sent in a written confirmation showing our explicit prior consent. Our conditions shall also apply if the dispatch of a consignment to a buyer shall be effected without restrictions or reservations even though we know of the existence of any contrasting or differing conditions on the part of the buyer.
(2) All arrangements to be made between our company and the buyer in order to meet our mutual contractual obligations shall be laid down in full within this contract.
(3) Our conditions of sale shall only be valid when dealing with entrepreneurs as described in § 310 section 1 BGB. (German Civil Code).
(4) Our conditions of sale shall also apply to any future business with that buyer.

2. Offers / Records that belong to the Offer

(1) Our offers shall remain subject to alterations unless our order confirmation contains any contrasting information.
(2) We shall reserve full copyrights and the proprietary rights concerning all drawings, calculations and other written records; this shall also be true of different records in writing whenever they are marked „confidential". Passing them on to a third party shall only be made possible to the buyer on the basis of our prior written and explicit permission.
(3) The buyer shall be responsible that any technical construction drawings presented by him do not offend third party proprietary rights or copyrights. We shall not be obliged to scrutinize his being in accordardance with the law. The buyer undertakes to release us from any claims, given that any third party tries to hand in any such claim against us.

3. Prices / Terms of Payment

(1) Our prices shall be quoted „ex works" in Stolberg / Rhineland, excluding packaging, which shall then be charged separately. This shall apply unless different information is given in the order confirmation.
(2) We reserve the right to alter our prices if costs rise or fall after having concluded the contract, especially due to changes in raw material costs or on the basis of new wage settlements, however, we can privide the customer with clear evidence, if requested.
(3) The Value Added Tax as provided by the law shall not be included in our prices, but charged separately in the same invoice, thus bearing the same date as such (and falling due on the same day).
(4) The arrangement of a cash discount shall be subject to our prior and explicit written consent.
(5) The purchase price shall be payable net (without deduction) within 30 days from invoice date, unless the order confirmation contains anything different. If a buyer is in arrears, the usual legal consequences shall apply.
(6) Any rights on the part of the buyer to charge something to his account in exchange for goods or performance to be rendered shall only be accepted by us if his claims are duely and legally ascertained, undisputed or explicitly accepted by us. Furthermore he shall only be entitled to exert any rights of retention if his counterclaim is based on the very same contract relationship.

4. Delivery Period

(1) The delivery period as mentioned by our company shall only be considered started as soon as all technical details and questions have been truely and completely clarified.
(2) We shall only be able to keep our delivery period if the buyer meets his contractual obligations. We shall thus reserve the right to raise an objection for noncompliance with the contract, if necessary.
(3) Whenever the buyer refuses to accept a consignment or fails to accept it on time, or neglects his contractual obligations to cooperate in any different way, we shall be entitled to claim compensation for any losses or damages sustained by us as a consequence, including, for instance, additional expenditure. We reserve full further claims or rights.
(4) In the event that the provisions of section (3) apply, the risk of incidental decline or incidental deterioration of the goods shall be passed on to the buyer at that point of time, at which he caused delay in consignment acceptance or caused delay in payment.
(5) We may be held liable according to the legal conditions, given that the underlying purchase contract provides a transaction for delivery by a fixed deadline. We shall also be liable, according to legal provisions, whenever the buyer shall be entitled to claim, on the basis of a delay in delivery caused by us, that his interest in a continuation of contractual fulfillment on his part has justifyably expired.
(6) We shall also be held responsible and held fully liable for any failures in complying with our contractual obligations, either caused deliberately or due to negligence; any faults on the part of our representatives or accomplices shall also fall within our liability. Should the delay in delivery be due to major negligence in complying with our contractual obligations, our liability, however, shall be restricted to the presumable, typically arising damage.
(7) On the basis of legal regulations, we shall also be held liable in the event that a delay in delivery on our part has been caused by our having been guilty of neglecting an essential contractual duty ourselves. In that case, however, our liability shall be restricted to the presumable, typically arising damage.
(8) In the event that a delay in delivery occurs, we shall be held liable for every full week in a standardized compensation procedure to the amount of 0.5 percent of the consignment value, however, the maximum amount of compensation never exceeding 5 percent of the consignment value / amount.
(9) All further legal claims and rights for the customer shall be reserved.

5. Passing on of the Risk / Packaging Costs

(1) Unless differently agreed and laid down in the order confirmation, delivery „ex works" shall be considered agreed upon.
(2) For the return of packaging different arrangements shall have to be made.
(3) Should the buyer wish insurance for the goods to be transported, we shall arrange for such insurance of the consignment in question, however, the buyer himself shall pay for such transport insurance.

6. Liability for Faults or Defects

(1) The buyer‘s rights in the case of faulty or defect merchandise shall be bound to the precondition that such buyer has beforehand duely fulfilled his duties to inspect and scurinize the goods of the consignment as provided in § 377 HGB (German Commercial Code) and duely made his point of criticism, i.e. handed in his complaint to us.
(2) We guarantee that the purchase object corresponds to our product description and to any additional contractual agreements. Due to the number of possible uses of our products and the conditions of use that lie outside of our scope of influence, we accept no liability as to whether the purchase object is suitable for the Client's intended purpose. The verification to this effect, in particular the verification as to whether the purchase object is suitable for the planned use, is the responsibility of the Client alone, unless expressly agreed otherwise in writing.
(3) As far as purchased goods are faulty of defect, we shall according to our own choice be entitled to adjust the complaint either by adjusting the defect of the matter itself or by delivering new and completely faultless merchandise.
(4) If the effort to adjust the complaint, however, fails, the customer shall, according to his own choice, be entitled to either withdraw from the contract or reduce the invoice amount.
(5) According to the legal provisions, we shall be held liable for any damage claims on the buyers‘s part arising from deliberate failure to fulfill contractual obligations or major negligence by us, our representatives or accomplices. As far as no deliberate failure to comly with contractual obligations exists on our part, liability for losses and damages shall be restricted to the presumable, typically arising damage.
(6) According to legal provions we shall be held liable as far as we have been guilty of noncompliance with a vital contractual obligation. In that case, however, liability for damages shall be restricted to the presumable, typically arising damage. An essential contractual definition shall be by definition one, where noncompliance with such refers to a duty the customer has justifyably trusted in and relied upon to be fulfilled by us.
(7) As far as the buyer is entitled to receive compensation for loss or damage instead of obtaining the performance ordered, our liability shall, according to section (4), be restricted to the presumable, typically arising damage.
(8) Any liability for being guilty of having hurt lives, body or affected health shall remain ruled our; this shall also apply to conclusive liability as laid down in the Product Liability Act (Produkthaftungsgesetz).
(9) Liability shall be excluded in general, unless the above written provides any different regulations.
(10) Limitation period for compensation claims shall be 12 months from the time when the risk has passed on to the buyer
(11) Limitation periods for faulty consignments as provided in §§ 478and 479 BGB (German Civil Code) shall be ruled out. Any claims for faulty goods shall have to filed no later than five years after the delivery of a faulty good. After this time the limitation period of faulty goods shall definitely be over.

7. Overall Liability

(1) Any further liability for compensation claims shall be strictly ruled out notwithstanding the exact legal nature of the claims to be made. This shall be particularly true of compensation claims owing to faults when concluding a contract, further failures in complying with contractual obligations of various nature or those compensation claims for material damage arising from criminal acts as provided in § 823 BGB (German Civil Code).
(2) The restrictions laid down in section (1) shall also apply if the buyer, instead of claiming compensation for the damage or losses sustained, demands replacement or reimbursement of useless expenditure.
(3) For the reasons set out in item 6 para. (2), we accept no liability for the suitability of the purchase object for the purpose intended by the Client, except in cases of intent or gross negligence.
(4) As far as our liability for losses or damaged sustained by the buyer is excluded or restricted, these restrictions shall also apply to the personal liability of our employees, colleagues, representatives or accomplices.

8. Reservation of Proprietary Rights

(1) We reserve full proprietary rights concerning purchased goods until all payments resulting from the business relationship with the respective buyer have been received. In case of any breaches of contract, particularly in case of delays in payment, we reserve the right to retain or take back our goods. By retaining or taking back the goods we shall at the same time withdraw from the contact. After having taken back the goods we shall be entitled to utilize them in full, their value shall be credited to the buyer‘s account to reduce his liabilities – utilization costs deducted.
(2) The buyer shall be obliged to take care of the purchased goods. This refers in particular to proper insurance cover against loss or damage arising from water damage or theft of the goods as new. As far as any maintenance or inspection works are required, the buyer shall carry them out at his own cost.
(3) In case of seizure or other interventions by third parties the buyer shall have to notify us immediately in writing to enable us to institute legal proceedings against such third party. As far as a third party concerned shall not be able to duely compensate us for any costs of such legal proceedings at court or out of court according to § 771 ZPO, the buyer shall be held liable for any losses or damages sustained by us.
(4) The buyer shall be entitled to resell the purchase goods in due business, however, in doing so, he transfers all debts on the part of his creditors, i.e. purchasers or third parties, automatically to us. This refers to the total invoice amount including Value Added Tax, notwithstanding the question if resale has taken place with or without further processing of the goods obtained from us. The buyer shall be entitled to collect these debts even after they have been transferred to us. We reserve the right, however, to collect these debts ourselves. As long as the buyer, however, has in due course met his contractual obligations to effect payment for the purchased goods and the resulting proceeds, remains not in arrears and has neither applied for initiating an insolvency proceedings or stopped payments in total, we shall undertake to refrain from collecting the debt ourselves. Whenever the above mentioned occurs, however, we shall be entitled to receive the transferred debts and names and addresses of the creditor as wel as all further information and records that enable us to collect the debts. Creditors (third parties) shall be informed about the cession (transfer) by the buyer himself. In the event that a current account relationship according to § 355 HGB (Commercial Code) exists between the byer and his purchaser, the following clause shall apply in order to complete sentence 1 of this section (4): The debt conceded to us by the buyer in advance shall also refer to the recognized balance or, in the case of the purchaser‘s insolvency, also to the balance being ascertained as „causal" by that time.
(5) The processing or reconstruction/alteration of the purchased goods by the customer shall always be made for our own sake. Whenever the purchased goods are processed with different objects not in our possession, we shall obtain co-ownership of the new product in a proper ratio concerning the value of the purchased goods (total invoice amount including Value Added tax) as against the other objects to be processed at the time of lprocessing. The same rules shall apply to the product arising by processing as for the purchased goods delivered under our reservation of proprietary rights.
(6) Whenever the purchased goods shall be inseparably mixed or mingled with different objects not possessed by our company, we shall obtain co-ownership of the value of the purchased goods (total invoice amount, including Value Added Tax) in a proper ratio to the value of the purchased goods as against the other mixed or mingled objects at the time of mixing or mingling them. If a mixture is made in such a way that the arising object of the buyer is to be considered the main thing, the buyer shall have to assign us co-ownership in a proper ratio and shall have to keep the thus arising object of sole or proportional possession for us.
(7) In order to secure our outstanding amounts, the buyer shall also undertake to concede us such amounts he is entitled to collect from third parties as a result of a linkage of goods purchased from us to real estate as ,for instance, a plot of land.
(8) We shall undertake to release the securities we are entitled to have or any ones of them on request of our buyer insofar as the obtainable value of the securities exceeds the outstanding debts to be secured by more than 10 percent. The choice which securities to release / concede shall remain ours.

9. Court of Jurisdiction / Place where the contract is to be fulfilled

(1) If the buyer is a merchant, our place of business shall be the place of the court of jurisdiction, however, we reserve the right to take the buyer to court at his place of residence, if necessary.
(2) The laws of the Federal Republic of Germany shall have to be applied, any application of UN-consumer laws shall be strictly ruled out.
(3) Unless the order confirmation provides anything to the contrary, the place of fulfillment shall be our place of business.

10. Salvatoric Clause

(1) The ineffectiveness or inoperativeness of any of these or other contractual provisions shall not affect and leave untouched any of the other regulations.

Weforma Dämpfungstechnik GmbH / 22.03.2013